Obrascon Huarte Lain, S.A.
London Stock Exchange
Madrid, December 1st 2017
Ref. Notification of Significant Event: SPA signature.
The company, OBRASCON HUARTE LAIN, S.A. (OHL), in compliance with current legislation, hereby reports the following:
Significant Event
Following the significant information announcements number 257439 and 257493 published on 16 and 17 October 2017, respectively in the Spanish Regulator CNMV, relating to the execution by OHL and IFM Investors of a Binding Offer Agreement for the acquisition by IFM Investors of 100% of the share capital of OHL Concesiones, S.A.U. (OHL Concesiones), the Company announces that it has entered into the relevant Share Purchase Agreement with IFM Investors (through its subsidiary Global Infraco Spain, S.L.U.) under which such acquisition will be effective and whose essential terms are in accordance with the ones described and estimated in the abovementioned significant information announcements.
In compliance with article 160 (f) of the Spanish Capital Companies Act (Ley de Sociedades de Capital), the Company will call a General Shareholders Meeting to submit the transaction for its prior approval, as it is an essential asset. Grupo Villar Mir, S.A.U., majority shareholder, supports the transaction and has stated that it will exercise its voting rights and vote in favour of the approval of the transaction.
The closing of the transaction is also conditioned on, among others, obtaining the corresponding anti-trust authorisation from the Mexican authorities, obtaining certain waivers from creditors, and the approval and launch by IFM Investors or a subsidiary, of a Public Tender Offer for the share capital in OHL México, S.A.B. de C.V. not held by IFM Investors as of the closing date, as a result of the indirect change of control in OHL México, S.A.B. de C.V. due to this transaction, in compliance with article 98 of the Securities Market Law (Ley de Mercado de Valores).
In accordance with the above, the Company expects that closing of the transaction will occur during the first quarter of 2018.
The important income that this transaction will provide to the OHL Group will not only leave the Company without net recourse debt, but will also result in a positive treasury position.
Yours faithfully,
José María del Cuvillo Pemán
Secretary of the Board of Directors